


Clover Leaves and Fallen Trees

by SpectralScathath



Category: RWBY
Genre: Also warning for gore and body horror, Gen, Grimm Clover, Winter Maiden Elm, also there's lots of headcanon in here so beware, for a given value of 'better', particularly backstories, technically a warning for major character death but he gets better, the other aces also show up, this is all about that Clover and Elm friendship
Language: English
Status: In-Progress
Published: 2020-11-23
Updated: 2021-01-21
Packaged: 2021-03-09 18:41:13
Rating: Teen And Up Audiences
Warnings: Graphic Depictions Of Violence, Major Character Death
Chapters: 2
Words: 6,494
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/27680861
Author URL: https://archiveofourown.org/users/SpectralScathath/pseuds/SpectralScathath
Summary: Elm stared, horrified, as something that used to be Clover stepped out of the shadows, clapping his hands together in slow, mocking applause, claws clinking as he did. "Well done, Elm. You really are predictable as always."This was a trap. She'd been lured into a trap. She should reach for Timber, to ready her weapon for the inevitable fight, but she couldn't move, rooted in place without her semblance to do it. "You- Qrow killed you.""Well he had a hand in it, definitely," Clover nodded, a massive hole in his chest that pulsed with viscous black fluid, thick inky drips occasionally falling from the top of the wound to land on a rib bone that poked out of the misshapen flesh, or to splatter on the ground at his boots. "Don't worry about that. Congrats on getting the Winter Maiden powers, by the way. Never would have picked you for it. So."Those burning red eyes burned into hers as the Grimm that used to be her friend smiled too-wide, skin splitting to accommodate his sharp, serrated grin. "Let's get started."And he lunged for her throat.
Comments: 3
Kudos: 7





	1. Where one story ends, another is rewritten

Cold. 

Death.

Pain. 

Drowning.

_No._ Not drowning. The blood had rushed out of him too quick to drown. 

Thick liquid sat heavy in Clover’s maw, and he didn’t need to breathe. Pain was his world, tearing him apart and putting him back together again, making him anew, better than before.

Thoughts of James, of his team, of his treacherous allies filled his head, the loyalty he felt for them quickly turned to hate, as a new love consumed his soul, an everlasting devotion to the goddess that he understood was giving him a life after death, an understanding so intrinsic to his being that he knew it as much as he knew his left eye from his right. 

The pain began to get too much, even for him, and he clawed forward instinctively, feebly, unable to use his body. It clicked where it wasn’t supposed to click, limbs flopped where they were meant to hold structure, muscles that didn’t exist had their spaces filled with viscous black liquid, flowing over pale, frostbitten skin to hold everything together. 

He began to claw and clamber in whatever direction he could, kicking through the tar-thick liquid that submerged him. His hand met air, flopping down to where claws dug into stone that didn’t feel like stone, and he pulled the rest of himself from the oozing pit of destruction. 

The Grimm liquid dripped off him and from him, the gaping hole in his chest leaving ribs exposed to air as he took in a deep rattling breath, the sound gurgling in his deformed jaw and trachea. He raised his head as black sludge fell from his eyes, dragging himself forward and tearing through the red membrane that separated him from his mistress. He could see another of his kin matching his movements, with considerably more grace. 

He began to try putting the pieces of his body into motion, relearning his skeleton as he locked his knees under himself, his arms stretching beyond their length as he pushed himself to his feet, listing to one side as his mistress brought forth a  _ Relic _ , and his bloodied eyes glittered with want. He could hear it whispering. He could hear it speaking. It pulled at his core, asking him to follow its magic. 

“Bring him to me,” his mistress ordered, her voice melodious and calm as his brethren sniffed the relic, locking onto the scent that cloaked it, and His Grace dismissed it with a wave, the Hound running past her, baying with the thrill of its hunt. 

She turned to him, bone white skin as pale as his own as she strode forward, the hem of her dress slithering over bone and blood. Salem appraised him, and he awaited her judgement. Was he worthy enough to keep this unlife she had given him? He would like nothing more. But should he be unfit, he would willingly cast himself back into the pit until she had shaped him to her desires.

“Clover Ebi.” She granted him a Name, and he fell to a knee, rickety bones breaking from the strain and knitting themselves together again into this new position. “Speak.”

He opened his maw, the splits of skin in his face stretching with the motion and a wet death rattle was all he managed. 

“Again.” She ordered, eyes beautiful in their lack of mercy.

“... urrrrrrrrrrrraaaasshhh-” he tried to refer to her as her title, forcing his lips and tongue to stretch and contort around a mouth full of fangs. “... Urrrrrgrrraaacceeee-” that hiss was more like it. He felt her pride in his head, and he took it for himself. 

“Y- yoour graaccce…” he managed, head still bowed in respect. 

“Well done,” she praised, and he felt her hand rest upon his crown of horns. That single touch reminded him of all he had been, of how lost he had been, because he had opposed Salem, like a fool. He had so much treachery to atone for. “Stand.”

He did as commanded, rising to his full height as bones shifted and broke and healed to allow for the movement, the pain skittering across his undead nerves like euphoria. Salem hummed to herself, pleased with her work, he could feel it, he could feel her presence in his head, perfectly attuned to her mood and her commands. He was an extension of her will now.

“Follow me. We will have you ready to lay waste to Atlas in time.” She walked away, and he stumbled after her, each step slowly becoming more and more graceful as he adapted. 

* * *

Elm choked as Cinder tossed her and Winter away, into the open air of Atlas. She saw a glyph form at Winter’s hands, a snow white Manticore quickly clawing its way free to catch its creator, and she clutched _Timber_ close, bracing for the impact as she rushed towards the ground.

She hit the roof of a nearby building hard enough to smash through it, picking herself back up and blowing her hair out of her eyes as she jumped back up onto the rooftop she’d destroyed. She saw Winter and Cinder battling, the blue attacks of the Manticore summons and bright orange fire marking the sky. 

Elm swung _Timber_ around, forming her missile launcher as she lucked through the scope, locking onto Cinder’s target as she hovered in mid-air, the fire at her hands and feet marking her perfectly against the night sky above. 

Winter and Cinder were still too close, too risky for Elm to fire without catching Winter in the blast as well. She couldn’t do that. She had been ordered to protect Winter while Winter gained the mantle of Winter Maiden. It was why she had to separate from her team, let them go to Ironwood, why she was forced to stand with Winter as Ruby yelled her warning over the broadcast.

Elm didn’t know what was going on- or why, but she had her orders. She could focus on the bigger picture once Winter had the magic. She could worry about her team once this mission was done. 

The Manticore was cut out of existence, Cinder’s swords ripping through it as Winter fell, and Elm couldn’t  _ do anything _ to stop the fireball that shattered Winter’s aura, the sparkling lights visible even from here. 

Cinder seemed too pleased with herself, hovering for a moment as she watched Winter fall. Elm gritted her teeth and fired, semblance rooting her in place as her missiles spiralled away, crashing into Cinder with a massive explosion. 

She didn’t check to see if Cinder had survived, stowing _Timber_ on her back as she backed up, internally judging distances and speeds before she tossed caution to the wind and ran forward, diving off the rooftop and tackling Winter out of the sky. She was lucky she wasn't too late.

She managed to turn them around, taking the brunt of the landing as they left a crater in the streets. She sat up, hands resting on Winter’s shoulders. “Are you okay?”

“I’m fine, thank you- but you should have worried about Cinder.” Winter scowled as she put her sword on her hip. 

"I can worry about you too." Elm offered her a hand up. "We need you, Winter. I'm not letting anyone die if I can avoid it."

"I- well, of course." Of course Elm would say that. It was what she did. Winter took her hand and let Elm pull her up, slipping her hand free as she clambered out of the crater Elm had formed. “ We're wasting time. Fria’s still in there. We have to get there."

Elm nodded and followed as Winter broke into a sprint, a hand on her coms. “This is Ace Operative Ederne, requesting immediate transport!”

Winter did the same, rattling off General Ironwood’s personal military override code, and all too soon a streamlined manta was landing in front of them, packed with civilians, the two huntresses diving in as Elm caught herself on her semblance, grabbing the chair of the pilot as she pointed ahead. “The medical ward, now-”

The sky turned blue, the medical ward's roof exploding with a torrent of winter's magic, reaching up to the clouds. 

"What is that?!" The pilot panicked even as she flew onwards, not letting the situation halt her, and Elm put on a smile as she turned around to address everyone, the refugees from Mantle staring in terror at this newest disaster. Huntresses protected people. Not just in body, but in spirit.

"Don't worry about it." She clapped the pilot's shoulder, giving the entire manta a big grin as they reached the rooftop in record time. "We've got it taken care of, right, Winter?"

Winter jumped out the side of the Manta with her sword in hand, running to the edge of Fria's storm. Elm followed, waving the pilot off to finish evac as she hit the rooftop, pausing for a moment as she took in the power before her.

So this was what a Maiden could do. 

Elm wasn't used to feeling small. But Fria's magic managed to do it. 

Winter yelped as she drew her hand back from the storm, frostburn singing the tips of her glove off. "It's too cold! Fria!"

Elm pulled out her scroll, her aura meter having finally hit the red from the falls she'd taken. Okay. She set _Timber_ aside, letting it thud on the roof beside her, choosing to leave the extra weight behind as she ran past Winter and jumped headfirst into the storm. She heard Winter yell her name, and ignored it. She had this. She was the only one tough enough to manage.

she reacted on instinct as her feet met the ground, her roots forming as a barricade against the storm. Each step was slow, each step rooting her to the ground as she moved forward, mentally blocking out the bitter cold that ate at her soul. 

She could feel her aura steadily dropping as she reached Fria, reaching out to try and wake her up from wherever she'd gotten lost.

"Miss Fria?" She felt the wind around her beginning to die down.

* * *

Winter raced through the halls, her heels clicking as she ran, one of her swords still in hand as she noticed the building had stopped shaking. Elm was _insane,_ completely insane, but that hadn’t stopped her diving into the storm like she didn’t even feel the cold. 

She ran to the room she’d taken Weiss, the viewing area potentially her best way to get into Fria’s room and do what she could. If Cinder was still there-

Well. Winter had stabbed her Grimm arm once. She’d do it again. 

She heard an explosion as she reached the door, darting over destroyed robots as she shoved open the door to the viewing area and seeing Cinder had beaten her here. She didn’t hesitate as Elm shielded Fria from that Grimm arm, skidding in on the ice and slashing straight through the limb. 

Cinder’s screaming filled the air as Winter looked over at Elm, Fria carefully supported in her arms. “Is she-”

Elm waved her over, Winter keeping her sword ready as she skittered over, watching Cinder warily as that horrific arm began to grow back in a mass of smoke and twisted black flesh. “I don’t know how much longer she has. It has to be you.”

Winter knelt beside her, Elm offering Fria over to her as Winter took over supporting her. “Wait- Cinder’s still a threat.” 

“I’ve got this.” Elm’s smile was impossibly soft, filled with resolve. She patted Winter’s shoulder once and stood up, taking her stance between Fria and Cinder as Cinder’s screams turned into heaving, panicked gasps of air. It sounded like she was a second away from crying, but instead her eyes ignited as she glared hatefully at Elm. 

Winter hefted Fria up, carrying her away from the conflict as Cinder started slashing at Elm, swords forming as she let out savage, feral cries. Elm met each blade head on, ignoring the shattering of her aura, copper light on her sleeve turning to crimson blood before she punched Cinder across the room. 

Winter set Fria down, checking her pulse as the older woman’s eyes began to slide shut. “Fria, stay awake, just a little longer. It’s me. It’s Winter, I’m here for you.” She knew it had to be done. Fria was ready. Winter was ready. 

She reached down, about to take Fria’s hand before she heard Elm cry out, turning around to see Cinder’s claws scrap over her cheek, knocking her hair loose from its ponytail before a fireball smashed into her ribs. Winter watched, horrified, as for the first time she had ever seen, Elm was knocked from her feet, Cinder’s next kick lancing fire up her back. 

Winter had to fulfil her destiny. Elm was there to protect her. To die for her. 

Winter made a choice, long ago. When the General made his proposition. 

Now she made another.

Winter tilted Fria’s eyes to the fallen Huntress, that deep blue holding some last fleeting hints of life. “Fria, think of Elm. She isn’t dying. Not here. It has to be Elm.” 

Fria’s eyes sparkled with clarity, recognition, and a smile formed on her lips before she sighed out her final breath, as peaceful as if she fell asleep. 

Winter grabbed her sword, Cinder’s unguarded back to her as the woman walked towards Elm. Elm lifted her head with a savage grin, scarlet drenching the side of her face as she started pushing herself up, because she never went down. Not truly. 

Pale blue light shot by Cinder, winding like a serpent before it flowed into Elm’s chest like water, her eyes catching alight as Cinder paused, the knife she held going slack in her fingers. 

Winter struck, driving her blade through that damnable arm, ripping a bellow of agony from Cinder and distracting her from her quarry. 

“ _Starve_ ,” Winter hissed, before a blur of gold whisked Cinder from her. 

“Elm!” Vine’s voice rang out from the viewing area, he and Marrow following Harriet down the ice. Winter turned, meeting Cinder’s furious glare and giving her a victorious smirk to drive home her loss. 

Cinder let out a roar more akin to a monster, a hellstorm of fire erupting outwards and blinding them all with its brilliance. Winter shielded her eyes, and then it was over. 

She gritted her teeth as she surveyed the melted hole in the ice Cinder had fled through, a hand on her shoulder making her jump. She pivoted, sword half-raising before she met Marrow’s concern and lowered her weapon. “You arrived in time.”

“Are you okay?” Marrow blinked at her, looking somewhat drained. He must have overworked his semblance again.

She looked over her shoulder, at Fria’s pale body, so quiet in death. “... I’ll be fine.” 

She heard coughing, spluttering, and looked back to Elm, Vine and Harriet hovering at her shoulders as she clutched her stomach, and Winter thought she saw flashes of burnt skin under singed clothing. Elm stared at her, the confidence she’d given Cinder wiped away. “What did you do?”

Winter straightened her posture with a concealed wince. “I made sure you didn’t die defending me.” 

“But I-” Elm looked horrified, wracked with guilt. “Your destiny, you were meant to be-”

“It was my destiny.” It hurt, to refer to it in the past. “The magic was meant for me. So I chose what to do with it.” 

Marrow looked between them, before realisation set in. “Wait- you mean- Elm’s got the powers?”

Winter nodded once. “I wasn’t going to let you die.” Elm would have done the same for her, in her place. Of that, Winter was sure. Even though it disobeyed their orders. 

Elm blinked, before she slumped against Vine, resting her head against his shoulder as he supported her, leaving Harriet to take charge as she brought her hand to her earpiece and called for medical aid.

Marrow joined Winter as she moved to sit by Fria, keeping his distance as she took Fria’s hand. “... I’m sorry.” She wasn’t sure if she was apologising to one single person, or to all of them. 

This. This changed everything. 

* * *

Clover tapped his claws against each other, testing their sharpness as he lounged on the steps that led up to Salem’s throne. He had died. He’d been cold, and scared, and he couldn’t breathe, and then there was nothing. He had been so  _ cold. _

“So Ederne has the Maiden powers,” Salem mused from where she lounged in her throne, musing out loud as she rested her head lightly against her hand. “It seems that despite Cinder’s efforts, the transfer ended up being favourable to General Ironwood after all.”

“She is strong,” he nodded, scraping his claws against the step beside him to sharpen the tips. He had accustomed himself to movement now, and to speech. His once-clear baritone held a strange wetness to its quality, overlaid with a hollow whispering that rattled through the cavern where his chest had been.

“Tell me about her.” It wasn’t a request, and Clover was happy to oblige. He couldn’t comprehend why he fought against her before. She was no monster; she was his saviour.

“She and I were the first ace operatives,” he rattled off. “She’s one of the toughest Huntresses I’ve ever seen, a stone wall that’s near indestructible on sheer aura alone. Her semblance makes her immovable, and she hits hard.” He’d seen plenty of the destruction that wound up on the other end of her warhammer. “She’s slow. All that power takes time to build up. Easily out-maneuvered. She’s soft-hearted.” And that was her greatest weakness.

“Would she be easy to take in alive?”

“She wouldn’t go down without a fight,” Clover laughed and hopped to his feet, black sludge dripping from the hole in his chest. “I can bring her in.” 

“See that you do.” Salem nodded at him. “If you should require extra Grimm as back up, you may have them.”

“As long as I can get her alone, it’ll be easy. She’ll probably try talk some humanity into me,” he smirked. If he was lucky, which he always was. “That’ll be fun.”

Salem smiled at that, bone white lips curving in amusement. “We only need her alive,” she reminded him, and he heard the implicit permission under those words.

He could break her.

_ Good _ . He could use a challenge.


	2. What Hides Behind Familiar Eyes

Elm waited for the lift that would take her down into the Vault of Creation to rise back up to their floor as she looked back at her team, heart breaking at the empty space where Clover was meant to be.

Winter nodded at her, looking in far better shape than Elm felt, her hair tied up in a messy ponytail the only sign of their fight. Elm was just trying to ignore the hastily patched bandages on her cheek and under her uniform, covering the injuries Cinder had given her in their brief struggle. She’d had slashes and burns before. They always healed eventually.

“Are you sure you do not need company?” Vine asked, the way he pressed the pads of his fingers together belying the calm in his voice.

“The General asked for the Winter Maiden specifically,” Elm put on a smile, as bright as she could make it. “I’ll be fine, stop fussing.”

“If you’re sure.” Winter folded her hands behind her back. “I’m going to go have a word with my sister for her actions. Thank you again for arresting them without a fight.”

Marrow’s attempt at a smile crumbled away before he could manage it. “I mean, Harriet and Ruby got into a fight, but I was able to get a Command off for the others. Vine could take it from there.”

“It is good that you were able to keep the situation from escalating to the point where we’d have to, you used the term ‘slug this out’?” Vine raised a brow.

Harriet scoffed, and Elm was able to see the hurt that oozed out of the cracks in her anger. The empty space loomed in the place between Harriet and Vine, and Elm’s smile faltered for a moment as she turned away to face the Vault.

She stepped through the doors, refusing to hesitate any further, hearing them slide shut behind her and cutting her off from her team. She could still hear Harriet and Marrow chatting, their voices indistinct and muffled, but then the second set of doors closed, and she was alone in the quiet.

She felt the lift begin to move under her feet to bring her down to Terminal 8, a faint chill in the air as she crossed her arms, feeling the cold without her aura. How weird, that she could charge headfirst into Fria’s storm of ice and snow, and this was what made her shiver.

She wondered how James would take the news, both about the Lamp and about her. Winter was meant to have this role, but… now Elm would just have to grin and bear it.

The pale blue light of the torches and the hard-light dust helped push the yawning darkness of the metal cavern at bay, the golden door set high into the stone the first thing she saw. James was easy to spot, his white jacket bright like snow as his arm lowered to his side.

She spotted the slump of his shoulders as the platform dinged, his deep baritone echoing through the Vault as he stared at the side of the walkway. “Winter- is that you?” He turned as he spoke, and she could see the way his face hardened at the sight of her.

“General,” she nodded back at him, the platform reaching the Vault walkway. Perhaps they should have let him know sooner.

“Elm.” His brows drew together, his gun in his gloved hand as he slipped the weapon back in the holster, and she felt like a specimen on the other end of a scientist’s microscope. “This is… unexpected. Did Winter not make it?”

“She did.” Elm stepped off the platform, the Vault’s floor cold and rough. “The transfer didn’t go as smoothly as planned. But that’s why I’m here.” She tapped into the magic that now simmered under her skin like magma rested under a dormant volcano, feeling like she was dipping her fingertips into a vast ocean just to spark fire in her eyes, amber flames burning merrily before she blinked, and they were gone.

“You have the powers.” James stated the obvious, right hand hovering too close to his gun for Elm’s comfort. It was to be expected though. It had been a stressful night. “And you’re injured.”

“Oh, don’t worry about that,” she waved it off, putting all her bluster into her grin. “It only looks bad because of the bandages, I’m fine.” She was about to leave Mantle to die. Kill hundreds to save thousands more. Not an easy decision to make, but you could never win a war by fighting every battle.

“Hmm.” James looked her over with that unnervingly piercing gaze, none of his usual compassion in place. “At least the power isn’t with the enemy. Alright, Elm. Are you ready?”

“Yes sir.” She looked at the vault door. Just because it was the right choice, cold, hard, so logical it hurt, that didn’t make it easy. But it didn’t matter if Elm could sleep at night or not. What mattered was saving who they could. “So how does this ‘key’ work?”

“You just need to touch the door and get the spear for me. The Vault is designed so only the Maiden can reach the door through their flight capabilities. We’ll lift Atlas from there, Elm.” James didn’t take his eyes from her, drawling her name like he was carving each letter into tree bark.

She nodded and walked towards the edge, unsure how to activate the magic. It didn’t exactly come with an instruction manual for her. Was it meant to be innate?

She took a breath and closed her eyes, feeling the power buzz through her blood and bones, feeling strangely weightless. She felt empty air under her feet and opened her eyes, burning with eldritch light.

This wasn’t right. She was meant to be grounded, and yet-

“Hurry up, Sergeant,” he snapped, gloved hand twitching towards his hip. “We don’t have time for you to dawdle.”

She blinked at him in shock. It was rare he ever snapped like that. James usually was the type to talk quietly, to make people listen, rather than yell and bark like a grumpy bulldog. She’d heard him yell more this night then she had in eight years of service.

Still. He had a point. Time was of the essence here. She flew up to the Vault doors, landing in front of the golden metal. She looked up at the ornate designs, feeling like this wasn’t her place. She was a practical woman, she wasn’t meant to be this. This wasn’t her destiny. It _shouldn’t_ be her magic.

She wished Winter had just taken the powers instead of worrying about her. She shouldn’t have worried. Elm knew the risks. She’d accepted them a long time ago.

“Hurry up, Elm!” James ordered from the walkway, Elm’s hand jerking up as she reached for the door, looking over his shoulder and her heart leapt into her throat.

His hand was on his gun.

No. That was wrong.

James may have been under a lot of stress, but he would never draw a weapon on his own operatives. Not on her.

She lowered her hand from the vault, something ugly and cruel flashing in his eyes as she did.

“James?” She tensed, the fire in her eyes disappearing. “What are you doing?”

“Open the damned vault, Elm.” His eyes gleamed with pride, fixed on the Vault.   
“We’re so _close_ to having the relic, now do your job and get it for me.”

He didn’t sound like himself. It didn’t add up. “Sir, get your hand off your gun.”

“That is an order, Elm.”

“Why did you have your gun drawn?” Did he think that whoever was coming down the platform would be a threat? No- if he did, he would have faced the platform. He was facing the walkway’s edge. He’d been lowering his hand.

“That is none of your business, Sergeant, now get on with it!” He growled through gritted teeth, pulling his gun from his belt. His eyes flashed a vivid, electric green, so fast that if she blinked she’d have missed it.

Ice poured down her back. “You’re not James.”

He quirked a brow, his posture slouching casually to his right side as he let his gun dangle in his fingertips. “No.” he drawled, and it sent shivers down her spine at the way his voice could have such an unfamiliar cadence. “How unexpectedly clever of you, Elm. I was under the impression that you acted as the brainless muscle of your little squad.”

“Who am I talking to?” How could she be so _stupid?_ She’d just revealed herself to an enemy, and put the powers of the Maiden in more danger then Winter ever would have.

“’Whom’,” he corrected errantly, James’s dark blue eyes brimming with another man’s arrogance.

She narrowed down the list of suspects in her head and made an educated guess. “Arthur Watts, I presume.”

“Bang on the money, my dear. A shame you didn’t follow orders like a good little drone, quite unexpected of a soldier of your calibre.” He lifted his gun to her, and she met that cold gaze head-on. No weakness. “Now open the vault, and I’ll have dear James here drop the staff to my cell before going on my way.”

“How are you doing this?” She prodded, trying to get him to talk about himself. Scientists always loved talking about their success. Even Pietro wasn’t immune to that.

“My semblance, obviously.” He rolled his eyes at her, gun unwaveringly steady as it aimed not at her heart, but at her knee. He couldn’t kill her, not until she opened the Vault. After that, she doubted he’d hesitate. “My aura began to trickle back while he was dragging me back from Amity Colosseum. It takes some doing, of course, I couldn’t even start in on his head until he was alone in this Vault, he’s so stubborn. Couldn’t risk his struggling being noticed.”

“I’ll bet he’s fighting you as hard as he can.” James wasn’t the type to give up without a fight.

His mouth curved, the expression alien on a familiar face. “It wouldn’t be the first time.”

“You’ve made a mistake,” she allowed herself a grin. “There’s no way I’m opening this door for you now. If you shoot me, you lose. A poor move for someone who claims to be so smart.”

“Is that how you see it?” He chuckled, and holstered James’s gun, walking towards the Vault doors as the smile twisted James’s features. “Well, if that’s how you’d like to play it, my dear, I’ll oblige you.”

James’s boot went over the edge, Watts twisting James’s face into a victorious sneer as he stepped them both into empty air.

 _“James!”_ She flew to catch him, heart stopping in her chest, her hands grasping his arms as she pushed him back, making sure they were both on stable ground.

“I take back what I said about you being clever.” She let out a strangled cry of pain as his hand fastened on her shoulder, giving him the perfect leverage to drive a knee into her stomach, causing her to keel over. She felt his thumb dig into the soft skin under her clavicle, her eyes stinging as she looked into an electric green gaze.

“The power of a Maiden at your disposal, and this is the fight you put up?” He tutted at her, teeth gritting behind the words. “A very poor showing, Elm. Very poor indeed.”

“Get out of his head.” There had to be a way to break the connection, whatever it was.

He scoffed at her. “Do you honestly think that _asking_ me to do so is going to work? You don’t even know what’s coming for you, my dear. Getting the relic for me now is going to spare you every bit of pain that’s going to come your way otherwise.”

She grabbed his arm and punched him in the nose, refusing to let go even as his weight threatened to knock them both over. She hissed and shook out her hand, the impact of knuckles on bone never a pleasant one. “Sorry, James.”

Vibrant green eyes snapped open as he rubbed his jaw, opening his mouth to talk before her next punch to his jaw snapped his head to the side, his weight going dead in her grip as she hit him fast enough to black him out, she hoped.

She hefted him up despite her injured body screaming in protest, lifting him over her shoulder as she walked back towards the exit of the vault.

It looked like they weren’t leaving yet after all. Not until James wasn’t compromised.

* * *

Clover waved Tyrian off as they reached Atlas. “Good luck getting Watts back. Think he’s still piloting around James like a marionette?” He’d contacted Tyrian on James’s own scroll, informing them that he was going to try and steal them the staff right under Atlas’s nose.

It hadn’t worked. Then Cinder had shown up, with a lamp to curry favour, and the identity of the Winter Maiden as a plea. Tyrian had been delighted to fill Clover in on the gap between his death and his rebirth their flight down to Atlas, but Clover remembered seeing the Relic. Even now his body pulsed with the need to be near the lamp, saliva gathering under his tongue and behind his fangs.

Tyrian bowed deeply, Clover’s scroll tucked away in his pocket in the hopes that his access codes hadn’t been shut off yet. “And good hunting to you!”

“Thanks,” he grinned, giving him a cocky little salute as he strode off. If he knew Elm, which he did, she’d still be at the Academy. It would take something very important to drag her from James’s side, especially with her being such a high-risk target now.

He could think of something, of course.

He fished out Tyrian’s scroll from his pocket as he strolled down the streets of Atlas, empty at the sight of the storm generated by Salem’s Tempests, red lightning arcing across the sky. Everyone was hiding, either in their homes or crammed into the underground rail systems where they could be kept off the streets. The silence was absolute, the faint susurrus of the Grimm army carried through the shields.

It suited him, the air so thick with dread his head spun, heady from the rising worry. He couldn’t wait for Salem to end it all, to paint the tundra red, but she wanted Watts, Ozma, and Elm in her possession first. Whether to feed Elm’s power to Cinder, who didn’t deserve it, or just to toy with the woman herself, Clover didn’t know. He was just happy to help anyway.

Elm was strong, but oh so fragile if someone knew where to hit, and Clover knew all it would take was one single photograph.

He snapped a picture of the homely little bakery with flowerpots on the windowsills, _‘Ederne’s Eatery’_ inscribed on a little bronze plaque on the door, sending the picture to Elm’s private scroll with the simple message of ‘come alone’. He hoped she had caller ID on. It was hilarious to imagine the face she’d make at getting a text from a serial killer.

He put the scroll away and stepped back into the shadows of the alleyway, perching still as a statue with monstrous eyes fixed unerringly on the street.

Now all he had to do was wait.

* * *

Elm’s scroll shook in her grip as she stared at the message she’d gotten, one more tiny grain of sand upon the mountain she carried on her back. Her parents. They must have found out, if not through Watts, then somehow.

The only reason anyone would have to target her family would be her.

She was alone in one of the conference rooms, out of hopes that she might be able to catch some sleep for an hour. She could hear Harriet and Winter arguing in the next room, whether to wait for James to wake up, or to just leave now. Watts had said that he’d only taken control of James in the Vault, but Winter had brought up the excellent point that Watts could have been lying. What if the plan to leave had been Watts’s as well, what if he’d been puppeteering everything from the moment they’d all stepped into James’s office?

Elm didn’t think that was true. James had still been himself, in the office. It was only in the Vault when he’d been someone else.

But that wasn’t up to her to decide. She’d been ordered to regain as much of her strength possible, which now left her with a decent chunk of her aura recovered, and the wounds in her cheek, her arm, and her stomach beginning to heal.

She was meant to rest, and wake up to hear the next orders, if she’d be getting the Spear or not.

But now-

She looked towards the next room, Vine and the rest of her team on the other side.

_Come alone._

She was meant to follow orders.

_A shame you didn’t follow orders like a good little drone._

She couldn’t let someone die. Not when she could do something. She couldn't let her family die. She wasn't strong enough to get through that. She'd already lost one team. She'd lost Clover now too. Not her family. She couldn't go back to being weak with grief. 

She had to go. 

Her hand fastened on _Timber_ as she slipped out the door, pulling a band from her pocket and tying her hair out of her face. Clover had taken Tyrian easily enough with Qrow and Robyn, having put him in cuffs.

She could do that. They were near-equals in skill, and now she had magic, if she needed that edge.

She hoped she didn’t need it. It wasn’t really hers to use.

The cool air brushed against her cheeks like an old friend as she left the base, the white bandage on her cheek bright against brown skin, _Timber’s_ weight on her back a comfort. Home wasn’t far. Just a short jog.

She reached the street, seeing it empty. She couldn’t hear any sounds of life. She heard the storm outside the shields, could see the darkened storm clouds that threatened to swallow Atlas whole, something hidden within that tore apart any ship that wasn’t lucky enough to get out of the way.

She didn’t look at her family’s home, instead planting herself in front of it as she looked at the alleys. “Alright, Tyrian. I’m here now. Let’s end this.” He wasn’t going to touch her family. She’d seen his criminal record, the crime scene photos that lay within. She would never let that happen again. Not to her people. Not to anyone.

Silence was the only thing that met her challenge, a spark of irritation kindling within her. She grasped it like a torch, choosing anger as her light in this battle. Fear paralysed. She couldn’t have that.

“Well?” She punched her palm, steeling herself with bravado. “Show yourself, you coward!”

“I should have you court-martialled for that, chatting back to a superior.” A deep chuckle answered her, too wet, too empty, too familiar. That wasn't Tyrian. She'd been _ready_ for Tyrian. 

Elm stared, horrified, as something that used to be Clover stepped out of the shadows, clapping his hands together in slow, mocking applause, claws clinking as he did. "Well done, Elm. You really are predictable as always."

This was a trap. She'd been lured into a trap. She should reach for _Timber,_ to ready her weapon for the inevitable fight, but she couldn't move, rooted in place without her semblance to do it. "You- Qrow killed you."

"Well he had a hand in it, definitely," Clover nodded, a massive hole in his chest that pulsed with viscous black fluid, thick inky drips occasionally falling from the top of the wound to land on a rib bone that poked out of the misshapen flesh, or to splatter on the ground at his boots. "Don't worry about that. Congrats on getting the Winter Maiden powers, by the way. Never would have picked you for it. So."

Those burning red eyes burned into hers as the Grimm that used to be her friend smiled too-wide, skin splitting to accommodate his sharp, serrated grin. "Let's get started."

And he lunged for her throat.

**Notes for the Chapter:**

> I know this was meant to be two chapters but the urge to expand even more on why Atlas was still there by the time Clover's hunted Elm down was important to me. Next chapter is the angsty one, cross my heart.
> 
> Also I finally get to use my 'Watts has a Puppeteer semblance' headcanon in a story huzzah

**Author's Note:**

> in honour of a set of absolutely amazing Grimm Clover v Maiden Elm edits I commissioned, I had to actually write the au. 
> 
> They'll meet in the next chapter. (also working off the idea of 'Penny remained dead in this universe')


End file.
